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IN THE UNITED STATES DISTRICT COURTFOR THE DISTRICT OF COLUMBIA

UNITED STATES OF AMERICA,

Plaintiff,

v.

SBC Communications, Inc. and
AT&T Corp.,

Defendants.

UNITED STATES OF AMERICA,

Plaintiff,

v.

Verizon Communications Inc. and
MCI, Inc.,

Defendants.

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Civil Action No.: 1:05CV02102 (EGS)

Civil Action No.: 1:05CV02103 (EGS)

UNITED STATES' OPPOSITION TO VERIZON'S MOTION
FOR ENTRY OF PROTECTIVE ORDER

The United States opposes the motion of Verizon Communications
Inc. ("Verizon") for a protective order. Verizon requests that its inside
counsel be allowed access to highly confidential information that was
submitted to the United States during its investigations of the proposed
mergers of SBC and AT&T and Verizon and MCI. The United States opposes
Verizon's position, as the materials at issue contain some of the most
highly sensitive confidential information that Verizon's competitors
possess. Indeed, at least one competitor has told the United States
that it intends to vigorously oppose any protective order that would
allow inside counsel for either of the merging parties to see the information
that it submitted to the government in confidence.

In recognition of competitors' concerns, the United States has drafted
and circulated to the other parties and amici a proposed protective
order for the Court that will restrict access to outside counsel and
respectfully submits that its proposal will better suit the needs of
third parties who submitted information to the government in the expectation
that it would not be disclosed to their competitors. The United States
plans to file a motion tomorrow morning requesting that the Court enter
its proposed protective order.

While Verizon argues that it would be unfairly prejudiced by an order
that did not allow its inside counsel to view sensitive competitive
information, the fact is that Verizon has been ably represented by outside
counsel at every step of these proceedings. Indeed, it was outside counsel
Mark C. Hansen who submitted the very motion at issue. Furthermore,
under the protective order as drafted by Verizon, "Counsel of Record"
would have access to the confidential information. However, the term
"Counsel of Record" is not defined so as to apply only to Mssrs. Thorne
and Wheeler.

Verizon also cites the Sungard case for the proposition that
inside counsel should be allowed access to sensitive information in
certain circumstances. What Verizon does not say about Sungard
is that while the protective order would have allowed inside counsel
access to third party confidential information, the Court recognized
the risk of inadvertent disclosure that exists whenever in-house attorneys
are later called upon to advise their company's executives. Consequently,
the Court included severe sanctions for any violation, even if inadvertent,
of the confidentiality order, including a fine of $250,000 that would
be paid, without reimbursement, by any individual who violates the order,
as well as potential disbarment. United States v. Sungard Data Sys.,
Inc., 173 F. Supp. 2d 20, 29 (D.D.C. 2001).The in-house
lawyers in that case declined to sign the protective order and gain
access to the confidential information at issue.